UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 19, 2008
SYNVISTA
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16043
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13-3304550
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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221
West Grand Avenue
Montvale,
New Jersey 07645
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (201) 934-5000
___________________________________
Former
name or former address, if changed since last report
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING
On
December 23, 2008, Synvista Therapeutics, Inc. (the “Company”) received a
deficiency letter from the NYSE Alternext US LLC (the “NYSE Alternext”, which is
the successor to the American Stock Exchange) indicating that, based on the
Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q
for the quarter ended September 30, 2008, the Company does not comply with the
minimum stockholders’ equity requirements for continued listing on the NYSE
Alternext as set forth in Section 1003(a) of the NYSE Alternext Company Guide.
The Company is not in compliance with Section 1003(a)(iii) of the Company Guide
with stockholders’ equity of less than $6,000,000 and losses from continuing
operations and net losses in its five most recent fiscal years.
The NYSE
Alternext staff is reviewing the Company’s eligibility for continued listing on
the NYSE Alternext and has asked the Company to provide, by January 23, 2009, a
specific plan to achieve and sustain compliance with all of the NYSE Alternext’s
listing requirements (the “Plan”), including a time frame for regaining
compliance with Section 1003(a)(iii) of the Company Guide within 12 months or by
December 23, 2009 (the “Plan Period”). If NYSE Alternext accepts the
Plan, the Company may be able to continue its listing during the Plan Period,
during which time the Company will be subject to periodic review to determine if
the Company is making progress consistent with the Plan. If the
Company does not submit a Plan, or if the Plan is not accepted, it will be
subject to delisting proceedings. Furthermore, if the Plan is
accepted but the Company is not in compliance with all the continued listing
standards of the NYSE Alternext Company Guide by December 23, 2009, or if the
Company does not make progress consistent with the Plan during the Plan Period,
the Company may be subject to delisting proceedings. The Company may
appeal a Staff determination to initiate delisting proceedings.
The
Company currently intends to prepare and submit a Plan within the time frame
required by the NYSE Alternext. However, there is no guarantee that
the Company will be able to complete and timely file the Plan, that the Plan
will be accepted by NYSE Alternext, or that the Company will be able to make
progress consistent with the Plan if it is accepted. Prior to filing the Plan
and, if the Plan is timely filed, while the Plan is under review by NYSE
Alternext, the Company expects that its common stock will continue to trade
without interruption on NYSE Alternext; however, the trading symbol for the
Company’s Common Stock will have an indicator (.BC) added as an extension to
signify noncompliance with the continued listing standards. Within
five days of the date of the December 23, 2008 letter from NYSE Alternext, the
Company will be included in a list on the NYSE Alternext website of issuers that
do not comply with the listing standards. The .BC indicator will remain as an
extension on the Company’s trading symbol until the Company has regained
compliance with all applicable continued listing standards.
On
December 24, 2008, the Company issued a press release announcing that it had
received the letter from NYSE Alternext. A copy of the Company’s press release
is attached as Exhibit 99.1 and incorporated herein by reference.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(a), (c),
(d), (e) and (f): Not applicable.
(b): The Company announced
that the last day of employment with the Company of Dr. Carl M. Mendel, Vice
President of Clinical Development and Chief Medical Officer, will be December
19, 2008. Dr. Mendel will receive a severance payment of six months
of base salary and COBRA payments for a period of three months. The
Company is continuing to undertake cost-reduction measures in order to preserve
available cash for the operation of its business.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits:
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Exhibit Number
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Description
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99.1
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Press Release dated December 24,
2008.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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SYNVISTA
THERAPEUTICS, INC.
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Dated:
December 24, 2008
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/s/
Noah Berkowitz, M.D., Ph.D.
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Noah
Berkowitz, M.D., Ph.D.
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President
and Chief Executive Officer
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EXHIBITS
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Exhibit Number
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Description
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99.1
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Press Release dated December 24,
2008.
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